MANHATTAN SCIENTIFICS INC (Form: S-8, Received: 06/08/2005 14:22:35)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MANHATTAN SCIENTIFICS, INC.
(Exact name of registrant as specified in its

                                    charter)

             Delaware                                      85-0460639
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or  organization)

      405 Lexington Ave., 32nd Floor
               New York, NY                                    10174
------------------------------------------              --------------------
 (Address of principal executive offices)                    (Zip Code)

Manhattan Scientifics, Inc. 2005 Equity Incentive Plan
Individual grant of Stock Options to Marvin Maslow
Individual grant of Stock Options to David Teich
Individual grant of Stock Options to Michael Beim
Individual grant of Stock Options to Christopher Marrow
Individual grant of Stock Options to Ralph Anderson
Individual grant of Stock Options to Larry Schatz
Individual grant of Stock Options to Martin Cooper
Individual grant of Common Stock to Gayle Pomerantz
Individual grant of Common Stock to Thea Fener
Individual grant of Common Stock to Janis Levine

(Full title of the plan)

Marvin Maslow
405 Lexington Ave., 32nd Floor
New York, NY 10174
(212) 551-0577

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
                        Proposed maximum Proposed maximum
 Title of Securities        Amount to be      offering price per    aggregate offering        Amount of
   to be registered          registered            share (3)             price(3)         registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 10,145,000(1)           $.056             $  568,120             $ 66.87
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 18,275,000(2)           $.056             $1,023,400             $120.45
underlying Stock
Options
----------------------- --------------------- -------------------- --------------------- --------------------
Total                        28,420,000              $.056             $1,591,520             $187.32
----------------------- --------------------- -------------------- --------------------- --------------------

(1) Represents 10,000,000 shares of common stock of Manhattan Scientifics, Inc. which are being registered for issuance pursuant to the 2005 Equity Incentive

Plan and 145,000 shares of common stock of Manhattan Scientifics, Inc. which are being registered from individual issuances. Pursuant to General Instruction E to Form S-8, the registration fee is calculated only with respect to such shares and those listed in footnote 2.

(2) Represents 12,400,000 purchase option shares that were issued to Mr. Marvin Maslow; 1,000,000 purchase option shares that were issued to Mr. Jack Harrod; 1,625,000 purchase option shares that were issued to Mr. David Teich; 1,000,000 purchase option shares that were issued to Mr. Ralph Anderson; 1,000,000 purchase option shares that were issued to Mr. Larry Schatz; 750,000 purchase option shares that were issued to Mr. Michael Beim; 250,000 purchase option shares that were issued to Christopher Morow; 250,000 purchase option shares that were issued to Martin Cooper. Messrs. Maslow, Harrod, Teich, Anderson and Schatz are officers or directors of the Registrant and therefore deemed to be a control person. Mr. Cooper is a member of the Registrant's Scientific and Business Advisory Committee.

(3) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for purposes of calculating the amount of the registration fee, based upon the average of the high and low prices reported on the Over-The-Counter Electronic Bulletin Board of the National Association of Securities Dealers, Inc. on June 6, 2005.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the employees, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424 in accordance with the Note to Part I of Form S-8. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

CONTROL SECURITIES REOFFER PROSPECTUS

The material which follows constitutes a prospectus prepared in accordance with the applicable requirements of Part I of Form S-3 and General Instruction C to Form S-8, to be used in connection with reoffers and resales of control securities acquired under the Manhattan Scientifics, Inc. 2005 Equity Incentive Plan and individual grants.

Prospectus

Manhattan Scientifics, Inc.
28,420,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of up to 28,420,000 shares of common stock, $.001 par value per share, of Manhattan Scientifics, Inc. The selling stockholders may sell the stock from time to time in the over-the-counter market at the prevailing market price or in negotiated transactions. The selling price of the shares will be determined by market factors at the time of their resale.

The 10,000,000 shares being registered are under the Manhattan Scientifics, Inc. 2005 Equity Incentive Plan and a total of 18,420,000 shares were issued to the selling stockholders as individual grants as compensation for services rendered. All net proceeds from the sale of the shares of common stock offered by this prospectus will go to the selling stockholders. We will not receive any proceeds from such sales. However, if options must be exercised in order to purchase shares of common stock registered under this registration statement, we will receive the option exercise price.

Our common stock is quoted on the Over-the-Counter Electronic Bulletin Board under the symbol MHTX. On June 6, 2005, the average of the high and low prices of the common stock on the Over-the-Counter Electronic Bulletin Board was $.056 per share.

The selling stockholders may sell their common stock by means of this prospectus and any applicable prospectus supplement or they may decide to sell them by other means, including pursuant to Rule 144, however they are not obligated to sell their common stock at all. The selling stockholders may sell their common stock from time to time in one or more types of transactions (which may include block transactions) in the over-the-counter market, in negotiated transactions, through put or call option transactions relating to the common stock, through short sales of common stock, or a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such market prices, at negotiated prices, or at fixed prices. The selling stockholders may sell their common stock directly to purchasers, in private transactions, or through agents, underwriters or broker-dealers. The selling stockholders will pay any applicable underwriting discounts, selling commissions and transfer taxes. We will pay all other expenses incident to the registration of the common stock. The selling stockholders and any broker-dealers, agents or underwriters that participate in the distribution of the common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933.

Investing in our common stock involves a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. See "Risk Factors" beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 7, 2005.

The Company

Manhattan Scientifics, Inc., a Delaware corporation, was formed through a reverse merger involving a public company in January 1998. The public company was incorporated in Delaware on August 1, 1995 under the name Grand Enterprises, Inc. Grand was initially organized to market an unrelated patented product, but subsequently determined that its business plan was not feasible. In January 1998, Grand effected the reverse merger in a transaction involving Projectavision, Inc., another public company that was founded by Marvin Maslow, our Chief Executive Officer. Projectavision was the owner of approximately 98% of Tamarack Storage Devices, Inc., a privately-held Texas corporation formed in 1992 to develop and market products based on the holographic data storage technology described above. In January 1998, Grand formed a wholly-owned subsidiary named Grand Subsidiary, Inc. Grand Subsidiary and Tamarack merged, Tamarack being the surviving corporation, and via the merger, Tamarack became a subsidiary of Grand. As consideration for merging Tamarack with Grand Subsidiary, Grand gave Projectavision and the other shareholders of Tamarack 44,000,000 shares of our common stock. In addition, in exchange for a note payable of $1,500,000 plus accrued interest of $330,000 due to Projectavision from Tamarack, Grand gave Projectavision 182,525 shares of its Series A Preferred Stock and a warrant to purchase 750,000 shares of our common stock at an exercise price of $0.10 per share, exercisable at any time prior to January 8, 2008, which warrant as of the date of this Form 10-KSB, remains unexercised and outstanding. Mr. Maslow, our Chief Executive Officer, purchased the warrant from Projectavision for $25,000. The Series A Preferred Stock was subsequently converted into 9,435,405 shares of our common stock. In connection with this transaction, new personnel assumed the management of Grand, former management resigned, and Grand changed its name to Manhattan Scientifics, Inc.

Manhattan Scientifics, Inc. is a development stage company that previously operated as a technology incubator that sought to acquire, develop and bring to market life-enhancing technologies in various fields, with emphasis in the areas of alternative energy, consumer and commercial electronics. We identified emerging technologies through strategic alliances with scientific laboratories, educational institutions, and scientists and leaders in industry and government. We believe that our scientific and business expertise, resourcefulness and creativity place us in a position to advance these technologies from the development stage through commercialization.

We have been actively developing three technologies:

o Micro fuel cell technology, which is designed to become an ultra efficient miniature electricity generator that converts hydrogen into electricity by chemical means, for portable electronic devices, including cellular telephones, as a substitute for lithium ion batteries in common use today. We believe this technology has the potential to significantly increase product use life over the current state-of-the-art battery technologies.

o Mid-range fuel cell technology, which is an ultra efficient medium-size electricity generating device that converts alcohol or hydrogen into electricity, with potential applications for personal transportation cordless appliances, power tools, wheelchairs,

bicycles, boats, emergency home generators, military field communications and laptop computers.

o Haptics "Touch and Feel" computer applications, which is a technology that allows computer users to be able to touch and feel any objects they see on their computer screen with the aid of special "mouse." Detailed texture, object-weight, stickiness, viscosity and object density can be "felt" or sensed. Management believes this Haptics technology may become disruptive and many positively impact the way computers are used everywhere by introducing the ability to "touch".

The Company no longer engaged in the development and commercialization of holographic data storage, which is a technology for the storage and retrieval of data in the form of holographically stored light patterns rather than magnetically. The Company developed the underlying technology to present maturity and previously sold the patents surrounding these inventions.

In addition, the Company owns warrants to purchase an additional 1,500,000 shares exercisable at $0.50 per share, of common stock of NMXS.Com, Inc. (f/k/a New Mexico Software, Inc.), a public company that owns, develops and markets what it believes to be fast and efficient Internet technologies for the management of digital images. The current stock price of NMXS.Com, Inc. is well below our exercise price.

We are also working to develop corporate opportunities to benefit our stockholders; however, we have no executed agreements or finalized arrangements for any other technologies or opportunities as of the date of this Form S-8.

Our principal executive offices are located at 405 Lexington Avenue, 32nd Floor, New York, New York 10174 and our telephone number is (212) 551-0577. Our home page on the Internet can be located at www.mhtx.com.

Risk Factors

An investment in the common stock offered hereby involves a high degree of risk. In addition to the other information in this prospectus, the following risk factors should be considered carefully in evaluating Manhattan Scientifics, Inc. and its business.

WE MAY NOT HAVE SUFFICIENT CAPITAL TO RUN OUR OPERATIONS.

We have partially financed ourselves through loans from our officers and loans guaranteed by our officers which have totaled in principal approximately $825,000 (excludes conversion of deferred salaries to notes payable). The loans are secured by the assets of the Company. In 2004, the Company repaid a $300,000 note payable to a third party. If we are unable to obtain further financing, it may jeopardize our ability to continue our operations. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to our shareholders and/or increased debt service commitments. If adequate funds are not available, we may be unable to sufficiently develop or maintain our existing operations.

BECAUSE WE HAVE EARNED VERY LITTLE IN REVENUES, THE SUCCESS OF OUR BUSINESS REQUIRES CONTINUED FUNDING. IF WE CANNONT RAISE THE MONEY WE NEED TO SUPPORT OUR

OPERATIONS UNTIL WE EARN SIGNIFICANT REVENUES, WE MAY BE REQUIRED TO CURTAIL OR TO CEASE OUR OPERATIONS AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our ability to develop our business depends upon our receipt of money to continue our operations while we introduce our products and a market for them develops. If this funding is not received as needed, it is unlikely that we could continue our business, in which case you would lose your entire investment. Our ability to access the capital markets has been hindered generally by the overall economic downturn in recent years and specifically by the capital markets waning interest in small technology concept companies with insignificant revenues.

To the extent that we need additional funding, we cannot assure you that such financing will be available to us when needed, on commercially reasonable terms, or at all. If we are unable to obtain additional financing, we may be required to curtail the commercialization of our products and possibly cease our operations.

OUR ABILITY TO EFFECTUATE OUR BUSINESS MODEL MAY BE LIMITED, WHICH WOULD ADVERSELY EFFECT OUR BUSINESS AND FINANCIAL CONDITIONS.

Our future performance will depend to a substantial degree upon our ability to effectuate and generate revenues from our licensing and royalty business model. In this regard, we have licensed technology and generate royalty payments from the sale of products utilizing such technology. However, there is no assurance of our ability to effectively license our technologies or that a market for our technologies will develop to generate sustainable revenues through royalty payments.

WE MAY FACE STRONG COMPETITION FROM LARGER, ESTABLISHED COMPANIES.

We likely will face intense competition from other companies, both globally and within the United States, in the development of haptics and fuel cell technologies, virtually all of which can be expected to have longer operating histories, greater name recognition, larger installed customer bases and significantly more financial resources and research and development facilities than Manhattan Scientifics. There can be no assurance that developments by our current or potential competitors will not render our proposed products obsolete.

WE MAY LOSE OUR ABILITY TO MAINTAIN DIRECTORS' AND OFFICERS' INSURANCE WHICH COULD HAVE AN ADVERSE AFFECT ON OPERATIONS.

We have struggled to maintain adequate directors' and officers' insurance for our management. The coverage is maintained at limited levels and carries a large deductible cost to be born by the directors and officers. In light of Sarbanes-Oxley Act of 2002, it has become increasingly difficult for small-capitalized public companies to obtain such insurance at a reasonable cost. If we are unable to maintain such insurance it could lead to the loss of one or more officers and directors which would have a material adverse effect on our operations and our ability to function as a public entity.

WE ARE DEPENDENT FOR OUR SUCCESS ON A FEW EMPLOYEES. THE LOSS OF ONE OR MORE OF THESE EMPLOYEES COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.

Our future success will depend, to a significant degree, on the continued services of our Chief Executive Officer, Marvin Maslow, our Chief Operating Officer, Jack Harrod and on our ability to attract, motivate and retain highly qualified and talent personnel as the need arises. Loss of the service of Mr. Maslow or Mr. Harrod would have a material adverse effect on our business and operations.

WE CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN DEVELOPING AND COMMERCIALIZING ADDITIONAL PRODCUTS.

Our ability to successfully develop any additional products is uncertain. Potential new products may require additional research, development, testing, regulatory approval and additional investment prior to their commercialization, which may not be successful. There can be no assurance that we can develop commercially successful products in the future.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY OR WE COULD BECOME INVOLVED IN LITIGATION WITH OTHERS REGARDING OUR INTELLECTUAL PROPERTY. EITHER OF THESE EVENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

We rely on a combination of intellectual property law, nondisclosure, trade secret and other contractual and technical measures to protect our proprietary right. However, we cannot assure you that these provisions will be adequate to protect our intellectual property. In addition, the laws of certain foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.

Although we believe that our intellectual property does not infringe upon the proprietary rights of third parties, competitors may claim that we have infringed on their products.

If we were to become involved in disputes regarding the use or ownership of intellectual property rights, we could incur substantial costs in defending or prosecuting any such action and the defense or prosecution of the action would likely result in a diversion of management resources. Any dispute relating to our intellectual property could have a material adverse effect on our business.

OUR MANAGEMENT IS ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER ALL MATTERS REQUIRING SHAREHOLDER APPROVAL.

Our existing directors, executive officers, and their respective affiliates are the beneficial owners of approximately 22.6% of the outstanding shares of common stock and common stock equivalents, including convertible stock options. As a result, our existing directors, executive officers, principal shareholders and their respective affiliates, if acting together, would be able to exercise significant influence over all matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of our company.

WE MAY BE SUBJECT TO LITIGATION WHICH COULD EXHAUST OUR LIMITED FUNDS, HAVE A NEGATIVE EFFECT ON OUR SHARE PRICE AND INHIBIT OUR ABILITY TO OPERATE.

In 2004, we commenced an action against NMXS. Com, Inc. and its CEO based on their failure to honor our exercise of certain warrants. The case caption of that action is Manhattan Scientifics, Inc. and Richard Govatski, Supreme Court, New York Country, Index No. 601793/04. Counterclaims to set aside the warrants have been asserted against us in this action. By Notice of Motion dated August 16, 2004, the individual defendant, NmXS.Com's CEO, moved to dismiss the claims as against him individually for lack of personal jurisdiction. That motion is sub judice before the Court. By Notice of Motion dated October 8, 2004, we moved to dismiss the aforesaid counterclaims on various grounds. That motion is also sub judice before the Court.

THE COMPANY'S LARGEST SHAREHOLDER FILED FOR BANKRUPTCY WHICH COULD HAVE

A NEGATIVE EFFECT ON OUR SHARE PRICE AND INHIBIT OUR ABILITY TO OPERATE.

Lancer Partners, an institutional hedge fund, filed for Chapter 11 bankruptcy protection in June 2003. Lancer Partners, through its affiliate funds, owns 45,000,000 shares of our Common Stock as well as an option to purchase 10,000,000 shares of our common stock at a price of $0.05 per share. These shares are now controlled by the bankruptcy trustee.

The control by the bankruptcy trustee of such a large block of stock could adversely effect our share price if they decide to sell the shares on the market. The effect of such a large concentration of shares on the market even over a period of time could reduce our share price and hinder the liquidity of other shareholders. In turn, a further reduction in our share price would hinder our access to capital or negatively effect the terms upon which we are to receive such capital. While we are seeking a solution with the bankruptcy trustee as to the disposition of such shares, there is no guarantee that we will come to a resolution that is favorable to our company.

THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR CONTROL.

The trading price of our common stock is subject to significant fluctuations in response to numerous factors, including:

o variations in anticipated or actual results of operations;

o announcements of new products or technological innovations by us or our competitors;

o changes in earnings estimates of operational results by analysts;

o inability of market makers to combat short positions on the stock;

o an overall downturn in the financial markets and stock markets;

o the use of stock to pay employees and consultants if sufficient working capital is not available;

o inability of the market to absorb large blocks of stock sold into the market; and

o developments or disputes concerning our intellectual property

Moreover, the stock market from time-to-time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for small technology companies without significant revenues. These broad market fluctuations may adversely affect the market price of our Common Stock. If our shareholders sell substantial amounts of their common stock in the public market, the price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a price and volume we deem appropriate.

WE HAVE NO PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We plan to use all of our earnings, to the extent we have significant earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to the holders of our Common Stock. You should not expect to receive cash dividends on our Common Stock.

WE HAVE THE ABILITY TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT ASKING FOR SHAREHOLDER APPROVAL, WHICH COULD CAUSE YOUR INVESTMENT TO BE DILUTED.

Our Certificate of Incorporation currently authorize the Board of Directors to issue up to 250,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. The power of the Board of Directors to issue shares of Common Stock or warrants or options to purchase shares of Common Stock is generally not subject to shareholder approval. Accordingly, any additional issuance of our Common Stock may have the effect of further diluting your investment.

WE MAY RAISE ADDITIONAL CAPITAL THROUGH A SECURITIES OFFERING THAT COULD DILUTE YOUR OWNERSHIP INTEREST.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, those securities may have rights, preferences or privileges senior to those of the holders of our Common Stock. The issuance of additional Common Stock or securities convertible into Common Stock by our management will also have the effect of further diluting the proportionate equity interest and voting power of holders of our Common Stock.

LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY AFFECT OUR SHAREHOLDERS' ABILITY TO SELL OUR COMMON STOCK.

Our Common Stock currently is traded on the Over-The-Counter Electronic Bulletin Board, which is generally considered to be a less efficient market than national exchanges. Consequently, the liquidity of our securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, difficulties in obtaining price quotations, reduction in security analysts' and the new media's coverage of us, if any, and lower prices for our securities than might otherwise be attained. This circumstance could have an adverse effect on the ability of an investor to sell any shares of our common stock as well as on the selling price for such shares. In addition, the market price of our common stock may be significantly affected by various additional factors, including, but not limited to, our business performance, industry dynamics or changes in general economic conditions.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MAREKT PRICE OF OUR COMMON STOCK.

Our common stock is subject to the "penny stock rules" adopted pursuant to Rule 15g-9 of the Securities and Exchange Act of 1934, as amended, which apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which has a tangible net worth of less than $5,000,000 or $2,000,000 if we have been operating for three or more years. The penny stock rules impose additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchase and have received the purchaser's written consent to the transaction prior to sale. Consequently, the penny stock rules affect the ability of broker-dealers to sell shares of our common stock

and may affect the ability of shareholders to sell their shares in the secondary market if such a market should ever develop, as compliance with such rules may delay and/or preclude certain trading transactions. The penny stock rules could have an adverse effect on the liquidity and/or market price of our common stock.

WE ARE SUBJECT TO THE PROVISIONS OF THE DELAWARE BUSINESS COMBINATION ACT, WHICH COULD DISCOURAGE OR PREVENT A POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHTOTHERWISE RESULT IN YOU RECEIVING A PREMIUM OVER THE MARKET PRICE FOR YOUR COMMON SHARES.

As a Delaware corporation, we are subject to the Delaware Business Combination Act which precludes a shareholder who owns 15% or more of our shares from entering into a "business combination" involving our company for a period of three years, unless (1) our board of directors approves the combination before the shareholder acquires the 15% interest; (2) the interested shareholder acquires at least 85% of our shares as part of the transaction in which he acquired the initial 15%, excluding shares owned by our officers who are also directors and voting stock held by employee benefit plans; or (3) the combination is approved by our board of directors by a majority vote and two-thirds of our other shareholders at a duly called shareholders' meeting. A "business combination" is defined as (1) a merger or consolidation requiring shareholder approval, (2) the sale, lease, pledge, or other disposition of our assets, including by dissolution, having at least 50% of the entire asset value of our company, or (3) a proposed tender or exchange offer of 50% or more of our voting stock.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR CERTIFICATE OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.

Our certificate of incorporation contains provisions which eliminate the liability of our directors for monetary damages to our company and shareholders to the maximum extent permitted under Delaware corporate law. Our bylaws also require us to indemnify our directors to the maximum extent permitted by Delaware corporate law. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees, even though such actions, if successful, might otherwise benefit our company and shareholders. To the extent indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under the above provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Use Of Proceeds

We will not receive any proceeds from the sale of the shares by the selling security holders.

Determination of Offering Price

Selling stockholders may sell shares covered by this Prospectus at prevailing market prices or prices they negotiate with purchasers. If any of the selling stockholders were to exercise an option to acquire the common stock sold pursuant to this resale prospectus, we would receive the option exercise price. As of the date of this prospectus, 18,275,000 options to purchase common stock have been granted where the underlying shares are registered for sale under this prospectus. We may grant options in the future from the 2005 Equity Incentive Plan.

Plan of Distribution

All of the common stock registered for sale under this prospectus will be owned prior to the offer and sale of such shares by our current or former employees, officers, directors, consultants and/or advisors (the "selling stockholders"). All of the shares owned by the selling stockholders were acquired by them pursuant to the 2005 Equity Incentive Plan or individual grants of common stock or stock options. The names of the selling stockholders are set forth below.

We are registering the common stock covered by this prospectus for the selling stockholders. As used in this prospectus, "selling stockholders" includes the pledgees, donees, transferees or others who may later hold the selling stockholders' interests. We will pay the costs and fees of registering the common shares, but the selling stockholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the common stock.

Because the selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. If we are required to supplement this prospectus or post-effectively amend the registration statement to disclose a specific plan of distribution of the selling stockholder, the supplement or amendment will describe the particulars of the plan of distribution, including the shares of common stock, purchase price and names of any agent, broker, dealer, or underwriter or arrangements relating to any such an entity or applicable commissions.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, no person engaged in the distribution of the shares may simultaneously engage in market making activities with respect to our common stock for a restricted period before the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of

the Securities Exchange Act and the associated rules and regulations under the Securities Exchange Act, including Regulation M, the provisions of which may limit the timing of purchases and sales of the shares by the selling stockholders.

We will make copies of this prospectus available to the selling stockholders and have informed the selling stockholders of the need to deliver copies of this prospectus to purchasers at or before the time of any sale of the shares.

Additional information related to the selling stockholders and the plan of distribution may be provided in one or more supplemental prospectuses.

Selling Stockholders

The following table sets forth the names of the selling stockholders who may sell their shares pursuant to this prospectus. The selling stockholders have, or within the past three years have had, positions, offices or other material relationships with us or with us. The following table also sets forth certain information as of the date of this prospectus, to the best of our knowledge, regarding the ownership of our common stock offered by the selling stockholders pursuant to this prospectus. Additional information related to the selling stockholders may be provided in one or more supplemental prospectuses.

                                                                                            Number of Shares
                                                                                        Beneficially Owned After
                                                                                              Offering (1)
                                        Number of Shares                             ------------------------------
                                        Beneficially Owned      Number of Shares      Number of
 Name                                   Before Offering          Being Offered        Shares           Percentage
-------------------------------        ---------------------   --------------------- ---------------- -------------
Marvin Maslow (2)                            24,620,000(3)      12,400,000(4)           12,220,000(5)       6.8%
Jack Harrod (6)                               9,000,000(7)       1,000,000(8)            8,000,000          4.5%
David Teich (9)                               3,875,000(10)      1,625,000(11)           2,250,000          1.3%
Ralph Anderson (12)                           2,500,000(13)      1,000,000(14)           1,500,000            *
Larry Schatz (15)                             2,500,000(16)      1,000,000(17)           1,500,000            *
Michael Beim                                    750,000(18)        750,000(18)                   0            -
Christopher Moro                                250,000(19)        250,000(19)                   0            -
Martin Cooper                                   250,000(20)        250,000(20)                   0            -
Gayle Pomerantz                                 230,000            100,000                 130,000            *
Thea Fener                                      125,000             25,000                 100,000            *
Janis Levine                                     62,000             20,000                  42,000            *
Total                                        44,162,000         18,420,000              25,742,000         14.3%

-------------------------------------------------------------------------------------------------------------------

*Less than 1%.

(1) Assumes that all shares will be resold by the selling stockholders and none will be held by the selling stockholders for their own accounts.
(2) Mr. Maslow is our Chief Executive Officer and a director.
(3) Includes options to purchase 12,400,000 shares of our common stock at a price of $0.05 per share and a warrant to purchase 750,000 shares of our common stock at a price of $0.10 per share.
(4) Includes options to purchase 12,400,00 shares of our common stock at a price of $0.05 per share.
(5) Includes a warrant to purchase 750,000 shares of our common stock at a price of $0.10 per share.
(6) Jack Harrod is our Chief Operating Officer.

(7) Includes 8,000,000 shares of our common stock and options to purchase 1,000,000 shares of our common stock at a price of $0.055 per share.
(8) Includes options to purchase 1,000,000 shares of our common stock at a price of $0.055 per share. (9) David Teich is our Treasurer and a director.

(10) Includes 2,250,000 shares of our common stock; options to purchase 1,000,0000 shares of our common stock at an exercise price of $0.02 per share; options to purchase 425,000 shares of our common stock at an exercise price of $0.05 per share; options to purchase 200,000 shares of our common stock at an exercise price of $0,055 per share.
(11) Includes options to purchase 1,000,0000 shares of our common stock at an exercise price of $0.02 per share; options to purchase 425,000 shares of our common stock at an exercise price of $0.05 per share; options to purchase 200,000 shares of our common stock at an exercise price of $0.055 per share.
(12) Ralph Anderson is our Secretary and a director.
(13) Includes 1,500,000 shares of our common stock and options to purchase 1,000,000 shares of our common stock at an exercise price of $0.05 per share.
(14) Includes options to purchase 1,000,000 shares of our common stock at an exercise price of $0.05 per share.
(15) Larry Schatz is a director. (16) Includes 1,500,000 shares of our common stock and options to purchase 1,000,000 shares of our common stock at an exercise price of $0.05 per share.
(17) Includes options to purchase 1,000,000 shares of our common stock at an exercise price of $0.05 per share.
(18) Includes options to purchase 750,000 shares of our common stock at an exercise price of $0.02 per share.
(19) Includes options to purchase 250,000 shares of our common stock at an exercise price of $0.02 per share.
(20) Includes options to purchase 250,000 shares of our common stock at an exercise price of $0,056 per share.

Description of Securities

Common Stock

The Certificate of Incorporation of Manhattan Scientifics, Inc., as amended, authorizes it to issue up to 250,000,000 shares of Common Stock, par value $.001 per share. Of the 250,000,000 shares of Common Stock authorized, 179,198,796 shares are issued and outstanding as of May 25, 2005.

Each holder of our common stock is entitled to one vote for each share held on all matters to be voted upon by our stockholders. Holders of our common stock have no cumulative voting rights. Holders of our common stock are entitled to receive ratably dividends, if any, as may be declared from time to time by our board of directors out of legally available funds, except that holders of preferred stock may be entitled to receive dividends before the holders of the common stock.

In the event of a liquidation, dissolution or winding up of the Company, holders of our common stock would be entitled to share in our assets remaining after the payment of liabilities and the satisfaction of any liquidation preference granted the holders of any then outstanding shares of preferred stock. Holders of our common stock have no preemptive or conversion rights or other subscription rights. In addition, there are no redemption or sinking fund provisions applicable to our common stock. All of the outstanding shares of common stock are, and all of the shares of common stock offered for resale in connection with this prospectus will be, duly authorized, validly issued, fully paid and nonassessable.

The rights, preferences and privileges of the holders of common stock may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate in the future.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Richardson & Patel LLP has given an opinion regarding certain legal matters in connection with this offering of our securities. Both Richardson & Patel LLP and its principles have accepted our common stock in exchange for services rendered to us in the past and, although they are under no obligation to do so, they may continue to accept our common stock for services rendered to us. As of the date of this prospectus, Nimish Patel, a principle of Richardson & Patel LLP, owns 3,180,552 shares of our common stock.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-8 that we filed with the Securities and Exchange Commission (the "SEC"). We omitted certain information in the Registration Statement from this prospectus in accordance with the rules of the SEC. We file our annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy the Registration Statement as well as reports, proxy statements and other information we have filed with the SEC at the public reference room maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies from the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 if you pay certain fees. You can call the SEC at 1-800-732-0330 for further information about the operation of the Public Reference Room. We are also required to file electronic versions of these documents with the SEC, which may be accessed through the SEC's World Wide Web site at http://www.sec.gov.

MATERIAL CHANGES

There are no material changes in the Registrant's affairs which have not been reported on our Form 10-KSB filed with the SEC on April 15, 2005, or our Form 10-QSB filed with the SEC on May 16, 2005, or our Form 8-K reports.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a) The following documents are hereby incorporated by reference into this prospectus:

(1) The Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, that the Registrant filed with the Commission on April 15, 2005, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed.

(2) The Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005, that the Registrant filed with the Commission on May 16, 2005.

(3) The Current Report on Form 8-K that the Registrant filed with the Commission on May 17, 2005.

(4) The Current Report on Form 8-K that the Registrant filed with the Commission on June 6, 2005.

(5) The description of the Registrant's common stock, which is contained in a registration statement filed on Form 10-SB on December 8, 1999, as amended (File No. 000-28411).

(b) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the termination of the offering shall be deemed to be incorporated by reference into this prospectus.

(c) The Registrant shall provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. After receiving a written or oral request for such information, the Registrant shall provide this information to the requester at no charge. To request such information, please write to Marvin Maslow, Manhattan Scientifics, Inc., 405 Lexington Avenue, 32nd Floor, New York, New York 10174 or call (212) 551-0577.

FORWARD LOOKING STATEMENT

Please read this prospectus carefully. It describes our company, finances, products and services. Federal and state securities laws require that we include in this prospectus all the important information that you will need to make an investment decision.

You should rely only on the information contained or incorporated by reference in this prospectus to make your investment decision. We have not authorized anyone to provide you with different information. The selling stockholders are not offering these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus.

Some of the statements contained in this prospectus, are "forward-looking statements" and may involve a number of risks and uncertainties. Actual results and future events may differ significantly based upon a number of factors, including:

o significant historical losses and the expectation of continuing losses;

o rapid technological change in the fuel cell, haptics, and holographic data storage industries;

o reliance on key strategic relationships and accounts;

o the impact of competitive products and services and pricing; and

o uncertain protection of our intellectual property.

Please do not put undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should refer to and

carefully review the information in future documents we file with the Securities and Exchange Commission. In this prospectus, we refer to Manhattan Scientifics, Inc. as "we" or "Manhattan Scientifics, Inc."

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Section 145 ("Indemnification of officers, directors, employees and agents; insurance") of the Delaware General Corporation Law provides in pertinent part as follows:

"(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted din good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present and former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim,

issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. . . ."

Article XI ("Indemnification and Insurance") of the Registrant's Bylaws provides as follows:

"Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition: provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) RIGHT OF CLAIMANT TO BRING SUIT:

If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of

the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard or conduct.

(c) Notwithstanding any limitation to the contrary contained in sub-paragraphs
(a) and 8 (b) of this section, the corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(d) INSURANCE:

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law."

Article Seventh of the Registrant's Certificate of Incorporation, as amended, provides that no director shall be personally liable to the Registrant for monetary damages for breach of fiduciary duty. However, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference into this Registration Statement:

(a) The Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, that the Registrant filed with the Commission on April 15, 2005, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed.

(b) The Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004, that the Registrant filed with the Commission on May 16, 2005.

(d) The Current Report on Form 8-K that the Registrant filed with the Commission on June 6, 2005.

(e) The description of the Registrant's common stock, which is contained in a registration statement filed on Form 10-SB on December 8, 1999, as amended (File No. 000-28411).

(f) In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable. The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

Richardson & Patel, LLP has given an opinion on the validity of the securities being registered hereunder. Erick Richardson and Nimish Patel, principals in the law firm, are eligible to receive shares of the Company's common stock pursuant to this Form S-8 registration statement.

Item 6. Indemnification of Directors and Officers.

See the "Disclosure of Commission Position on Indemnification for Securities Act Liabilities" in the Prospectus for the indemnification provisions of the Delaware General Corporation Law and the Registrant's Certificate of Incorporation, as amended, and Bylaws.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.0 Manhattan Scientifics, Inc. 2005 Equity Incentive Plan
4.1 Marvin Maslow Stock Option Agreement
4.2 Jack Harrod Stock Option Agreement
4.3 David Teich Stock Option Agreement
4.4 David Teich Stock Option Agreement
4.5 Ralph Anderson Stock Option Agreement
4.6 Larry Schatz Stock Option Agreement
4.7 Michael Beim Stock Option Agreement
4.8 Christopher Moro Stock Option Agreement
4.9 Martin Cooper Stock Option Agreement
4.10 Gayle Pomerantz Stock Issuance Letter
4.11 Thea Fener Stock Issuance Letter
4.12 Janis Levine Stock Issuance Letter
4.13 David Teich Stock Option Agreement
5.0 Opinion regarding legality
23.1 Consent of Eisner LLP (formerly Richard A. Eisner & Company, LLP)
23.2 Consent of AJ Robbins
23.3 Consent of Richardson & Patel, LLP (included in Exhibit 5.0)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (1) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the

registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 6th day of June, 2005.

Manhattan Scientifics, Inc.

By:/s/ Marvin Maslow
   --------------------------------------
   Marvin Maslow, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

Dated:  June 6, 2005       /s/ Marvin Maslow
                           ------------------------------------
                           Marvin Maslow, Chairman of the Board,
                           Chief Executive Officer and
                           Chief Financial Officer


Dated:  June 6, 2005       /s/ David A. Teich
                           -------------------------------------
                           David A. Teich, Director and Treasurer



Dated:  June 6, 2005       /s/ Ralph Anderson
                           --------------------------------------
                           Ralph Anderson, Director and Secretary


Dated:  June 6, 2005       /s/ Larry Schatz
                           ----------------------
                           Larry Schatz, Director

Exhibit 4.0

MANHATTAN SCIENTIFICS, INC.

2005 EQUITY INCENTIVE PLAN

As Adopted May 17, 2005

1. PURPOSE.

The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company's future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2.

2. DEFINITIONS.

As used in this Plan, the following terms will have the following meanings:

"AWARD" means any award under this Plan, including any Option, Stock Award or Stock Bonus.

"AWARD AGREEMENT" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award.

"BOARD" means the Board of Directors of the Company.

"CAUSE" means any cause, as defined by applicable law, for the termination of a Participant's employment with the Company or a Parent or Subsidiary of the Company.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Board of Directors or committee comprised by a member or members of the Board of Directors.

"COMPANY" means Manhattan Scientifics, Inc., a Delaware corporation, or any successor corporation.

"DISABILITY" means a disability, whether temporary or permanent, partial or total, as determined by the Committee.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXERCISE PRICE" means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.

"FAIR MARKET VALUE" means, as of any date, the value of a share of the Company's Common Stock determined as follows:

(a) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;

(b) if such Common Stock is quoted on the NASDAQ National Market or the NASDAQ SmallCap Market, its closing price on the NASDAQ National Market or the NASDAQ SmallCap Market, respectively, on the date of determination as reported in The Wall Street Journal;

(c) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by Bloomberg, L.P.; or

(d) if none of the foregoing is applicable, by the Committee in good faith.

"INSIDER" means an officer or director of the Company or any other person whose transactions in the Company's Common Stock are subject to Section 16 of the Exchange Act.

"OPTION" means an award of an option to purchase Shares pursuant to Section 6.

"PARENT" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

"PARTICIPANT" means a person who receives an Award under this Plan.

"PERFORMANCE FACTORS" means the factors selected by the Committee, in its sole and absolute discretion, from among the following measures to determine whether the performance goals applicable to Awards have been satisfied:

(a) Net revenue and/or net revenue growth;

(b) Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;

(d) Net income and/or net income growth;

(e) Earnings per share and/or earnings per share growth;

(f) Total stockholder return and/or total stockholder return growth;

(g) Return on equity;

(h) Operating cash flow return on income;

(i) Adjusted operating cash flow return on income;

(j) Economic value added; and

(k) Individual business objectives.

"PERFORMANCE PERIOD" means the period of service determined by the Committee, not to exceed five years, during which years of service or performance is to be measured for Stock Awards or Stock Bonuses, if such Awards are restricted.

"PLAN" means this Manhattan Scientifics, Inc. 2005 Equity Incentive Plan, as amended from time to time.

"PURCHASE PRICE" means the price at which the recipient of a Stock Award may purchase the Shares.

"SEC" means the Securities and Exchange Commission.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SHARES" means shares of the Company's Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 3 and 19, and any successor security.

"STOCK AWARD" means an award of Shares pursuant to Section 7.

"STOCK BONUS" means an award of Shares, or cash in lieu of Shares, pursuant to Section 8.

"SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

"TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, consultant, officer or director to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Company, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to a formal policy adopted from time to time by the Company

and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Option agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the "Termination Date").

3. SHARES SUBJECT TO THE PLAN.

3.1 Number of Shares Available. Subject to Sections 3.2 and 19, the total aggregate number of Shares reserved and available for grant and issuance pursuant to this Plan shall be 10,000,000 Shares and will include Shares that are subject to: (a) issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) an Award granted hereunder but forfeited or repurchased by the Company at the original issue price; and (c) an Award that otherwise terminates without Shares being issued. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan.

3.2 Adjustment of Shares. In the event that the number of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, and (c) the number of Shares subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.

4. ELIGIBILITY.

ISOs (as defined in Section 6 below) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to employees, consultants, officers and directors of the Company or any Parent or Subsidiary of the Company. A person may be granted more than one Award under this Plan.

5. ADMINISTRATION.

5.1 Committee Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award;

(d) determine the form and terms of Awards;

(e) determine the number of Shares or other consideration subject to Awards;

(f) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;

(g) grant waivers of Plan or Award conditions;

(h) determine the vesting, exercisability and payment of Awards;

(i) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(j) determine whether an Award has been earned; and

(k) make all other determinations necessary or advisable for the administration of this Plan.

5.2 Committee Discretion. Any determination made by the Committee with respect to any Award will be made at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company.

6. OPTIONS.

The Committee may grant Options to eligible persons and will determine whether such Options will be Incentive Stock Options within the meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:

6.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (hereinafter referred to as the "Stock Option Agreement"), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.

6.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

6.3 Exercise Period. Options may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company ("Ten Percent Stockholder") will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines, provided, however, that in all events a Participant will be entitled to exercise an Option at the rate of at least 20% per year over five years from the date of grant, subject to reasonable conditions such as continued employment; and further provided that an Option granted to a Participant who is an officer or director may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company.

6.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may be not less than 85% of the Fair Market Value of the Shares on the date of grant; provided that: (a) the Exercise Price of an ISO will be not less than 100% of the Fair Market Value of the Shares on the date of grant; and (b) the Exercise Price of any Option granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 9 of this Plan.

6.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the "Exercise Agreement") in a form approved by the Committee, (which need not be the same for each Participant), stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding the Participant's investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being purchased.

6.6 Termination. Notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:

(a) If the Participant's service is Terminated for any reason except death or Disability, then the Participant may exercise such Participant's Options only to the extent that such Options would have been exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO).

(b) If the Participant's service is Terminated because of the Participant's death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause or because of Participant's Disability), then the Participant's Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the Termination Date and must be exercised by the Participant (or the Participant's legal representative) no later than twelve (12) months after the Termination Date (or such longer time period not exceeding five (5) years as may be determined by the Committee, with any such exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or Disability, or (ii) twelve (12) months after the Termination Date when the Termination is for Participant's death or Disability, deemed to be an NQSO).

(c) Notwithstanding the provisions in paragraph 6.6(a) above, if the Participant's service is Terminated for Cause, neither the Participant, the Participant's estate nor such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever, after Termination, whether or not after Termination the Participant may receive payment from the Company or a Subsidiary for vacation pay, for services rendered prior to Termination, for services rendered for the day on which Termination occurs, for salary in lieu of notice, or for any other benefits. For the purpose of this paragraph, Termination shall be deemed to occur on the date when the Company dispatches notice or advice to the Participant that his service is Terminated.

6.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent the Participant from exercising the Option for the full number of Shares for which it is then exercisable.

6.8 Limitations on ISO. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISO are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company, Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISO are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to become exercisable in such calendar year will be ISO and the Options for the amount in excess of $100,000 that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISO, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

6.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefore, provided that any such action may not, without the written consent of a Participant, impair any of such Participant's rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants affected by a written notice to them;

provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 6.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise Price.

6.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISO will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

7. STOCK AWARD.

A Stock Award is an offer by the Company to sell to an eligible person Shares that may or may not be subject to restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the price to be paid (the "Purchase Price"), the restrictions to which the Shares will be subject, if any, and all other terms and conditions of the Stock Award, subject to the following:

7.1 Form of Stock Award. All purchases under a Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (the "Stock Purchase Agreement") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The offer of a Stock Award will be accepted by the Participant's execution and delivery of the Stock Purchase Agreement and payment for the Shares to the Company in accordance with the Stock Purchase Agreement.

7.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Stock Award will be determined by the Committee on the date the Stock Award is granted and may not be less than 85% of the Fair Market Value of the Shares on the grant date, except in the case of a sale to a Ten Percent Stockholder, in which case the Purchase Price will be 100% of the Fair Market Value. Payment of the Purchase Price must be made in accordance with Section 9 of this Plan.

7.3 Terms of Stock Awards. Stock Awards may be subject to such restrictions as the Committee may impose. These restrictions may be based upon completion of a specified number of years of service with the Company or upon completion of the performance goals as set out in advance in the Participant's individual Stock Purchase Agreement. Stock Awards may vary from Participant to Participant and between groups of Participants. Prior to the grant of a Stock Award subject to restrictions, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the transfer of any Stock Award, the Committee shall determine the extent to which such Stock Award has been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Stock Awards that are subject to different Performance Periods and have different performance goals and other criteria.

7.4 Termination During Performance Period. If a Participant is Terminated during a Performance Period for any reason, then such Participant will be entitled to payment (whether in Shares, cash or otherwise) with respect

to the Stock Award only to the extent earned as of the date of Termination in accordance with the Stock Purchase Agreement, unless the Committee determines otherwise.

8. STOCK BONUSES.

8.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares for extraordinary services rendered to the Company or any Parent or Subsidiary of the Company. A Stock Bonus will be awarded pursuant to an Award Agreement (the "Stock Bonus Agreement") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of such performance goals as are set out in advance in the Participant's individual Award Agreement (the "Performance Stock Bonus Agreement") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent or Subsidiary and/or individual performance factors or upon such other criteria as the Committee may determine.

8.2 Terms of Stock Bonuses. The Committee will determine the number of Shares to be awarded to the Participant. If the Stock Bonus is being earned upon the satisfaction of performance goals pursuant to a Performance Stock Bonus Agreement, then the Committee will: (a) determine the nature, length and starting date of any Performance Period for each Stock Bonus; (b) select from among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior to the payment of any Stock Bonus, the Committee shall determine the extent to which such Stock Bonuses have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Stock Bonuses that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the Stock Bonuses to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.

8.3 Form of Payment. The earned portion of a Stock Bonus may be paid to the Participant by the Company either currently or on a deferred basis, with such interest or dividend equivalent, if any, as the Committee may determine. Payment of an interest or dividend equivalent (if any) may be made in the form of cash or whole Shares or a combination thereof, either in a lump sum payment or in installments, all as the Committee will determine.

9. PAYMENT FOR SHARE PURCHASES.

Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares that either: (1) have been owned by the Participant for more than one year and have been paid for within the meaning of SEC Rule 144; or (2) were obtained by the Participant in the public market;

(d) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists:

If the Fair Market Value of one share of the Shares is greater than the exercise price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Participant may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being exercised) by surrender of the Option at the principal office of the Company with the properly endorsed Exercise Agreement in which event the Company shall issue to the Participant a number of Shares computed using the following formula:

X=Y (A-B)

Where  X =         the number of Shares to be issued to the Participant

       Y =         the number of Shares purchasable under the
                   Option or, if only a portion of the Option
                   is being exercised, the portion of the
                   Option being exercised (at the date of such
                   calculation)

       A =         the Fair Market Value of one Share
                   (at the date of such calculation)

       B =         Exercise Price or

(f) by any combination of the foregoing.

10. WITHHOLDING TAXES.

10.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.

10.2 Stock Withholding. When, under applicable tax laws, a participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee and will be in writing in a form acceptable to the Committee.

11. PRIVILEGES OF STOCK OWNERSHIP.

11.1 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and will have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are issued pursuant to a Stock Award with restrictions, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Stock Award; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant's Purchase Price or Exercise Price pursuant to Section 13.

11.2 Financial Statements. The Company will provide financial statements to each Participant prior to such Participant's purchase of Shares under this Plan, and to each Participant annually during the period such Participant has Awards outstanding; provided, however, the Company will not be required to provide such financial statements to Participants whose services in connection with the Company assure them access to equivalent information.

12. NON-TRANSFERABILITY.

Awards of Shares granted under this Plan, and any interest therein, will not be transferable or assignable by the Participant, and may not be made subject to execution, attachment or similar process, other than by will or by the laws of descent and distribution. Awards of Options granted under this Plan, and any interest therein, will not be transferable or assignable by the Participant, and may not be made subject to execution, attachment or similar process, other than by will or by the laws of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor, or by gift to "immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e). During the lifetime of the Participant an Award will be exercisable only by the Participant. During the lifetime of the Participant, any elections with respect to an Award may be made only by the Participant unless otherwise determined by the Committee and set forth in the Award Agreement with respect to Awards that are not ISOs.

13. REPURCHASE RIGHTS.

At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase a portion of or all of the unvested Shares held by a Participant following such Participant's Termination Date. Such repurchase by the Company shall be for cash and/or cancellation of purchase money indebtedness and the price per share shall be the Participant's Exercise Price or Purchase Price, as applicable.

14. CERTIFICATES.

All certificates for Shares or other securities delivered under this Plan will be subject to such stop transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

15. ESCROW; PLEDGE OF SHARES.

To enforce any restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates.

16. EXCHANGE AND BUYOUT OF AWARDS.

The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash, Shares or other consideration, based on such terms and conditions as the Committee and the Participant may agree.

17. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

18. NO OBLIGATION TO EMPLOY.

Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or without cause.

19. CORPORATE TRANSACTIONS.

19.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Awards, as provided above, pursuant to a transaction described in this Subsection 19.1, (i) the vesting of any or all Awards granted pursuant to this Plan will accelerate upon a transaction described in this Section 19 and (ii) any or all Options granted pursuant to this Plan will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines. If such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee.

19.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 19, in the event of the occurrence of any transaction described in Section 19.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

19.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company's award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

20. ADOPTION AND STOCKHOLDER APPROVAL.

This Plan will become effective on the date on which it is adopted by the Board (the "Effective Date"). Upon the Effective Date, the Committee may grant Awards pursuant to this Plan. The Company intends to seek stockholder approval of the Plan within twelve (12) months after the date this Plan is adopted by the Board; provided, however, if the Company fails to obtain stockholder approval of the Plan during such 12-month period, pursuant to Section 422 of the Code, any Option granted as an ISO at any time under the Plan will not qualify as an ISO within the meaning of the Code and will be deemed to be an NQSO.

21. TERM OF PLAN/GOVERNING LAW.

Unless earlier terminated as provided herein, this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board or, if earlier, the date of stockholder approval. This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

22. AMENDMENT OR TERMINATION OF PLAN.

The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval.

23. NONEXCLUSIVITY OF THE PLAN.

Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

24. ACTION BY COMMITTEE.

Any action permitted or required to be taken by the Committee or any decision or determination permitted or required to be made by the Committee pursuant to this Plan shall be taken or made in the Committee's sole and absolute discretion.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT.

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that Marvin Maslow, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase twelve million, four hundred thousand (12,400,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means May 6, 2009.

1.5 "Holder" means Marvin Maslow or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.05 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2. Exercise of Option. This Option shall be exercisable at any time on or after ninety (90) days from the date hereof and shall expire on the Expiration Date. The Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option (with a duly executed subscription in the form attached) at the Corporation's principal corporate office and by paying the Corporation, by certified or cashier's check, the aggregate Option Price for the shares of Common Stock being purchased. Alternatively, the Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option together with irrevocable written instructions to the Corporation to issue in exchange for this Option the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock as to which the Option is being exercised and (b) a fraction, the numerator of which will be the difference between (i) the Closing Price per Share (as defined below) on the last Business Day and (ii) the Exercise Price, and the denominator of which will be the Closing Price per Share. "Closing Price per Share" shall mean:

(a) If the Common Stock is at that time listed on a national securities exchange, then the Closing Price per Share shall mean the closing selling price per share of Common Stock on the exchange on which such Common Stock is principally traded on the relevant date or, if there were no sales on that date, the closing selling price of the Common Stock on the last preceding date on which there were sales.

(b) If the Common Stock is at that time traded on the Nasdaq National Market(R), Nasdaq Small Cap MarketSM or OTC Bulletin Board(R), as the case may be, then the Closing Price per Share shall mean the closing selling price per share of Common Stock on the relevant date, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market(R), Nasdaq Small Cap MarketSM or OTC Bulletin Board(R), as the case may be, or any successor system. If there is no closing selling price for the Common Stock on the relevant date, then the Closing Price per Share shall mean the closing selling price on the last preceding date for which such quotation exists.

(c) If the Common Stock is neither listed on any national securities exchange nor traded on the Nasdaq National Market(R), Nasdaq Small Cap MarketSM or OTC Bulletin Board(R), then the Closing Price per Share shall mean that value determined by the Corporation's Board of Directors after taking into account such factors as the Corporation's Board of Directors shall in good faith deem appropriate.

2.1 Delivery of Certificates. Within fifteen (15) days after each exercise of the purchase rights represented by this Option, the Corporation shall instruct its transfer agent to deliver a certificate for the shares of Common Stock so purchased to the Holder and, unless this Option has been fully exercised or expired, the Corporation shall issue a new Option representing the balance of the shares of Common Stock subject to this Option.

2.2 Effect of Exercise. The person entitled to receive the shares of Common Stock issuable upon any exercise of the purchase rights represented by this Option shall be treated for all purposes as the holder of such shares of record as of the close of business on the date of exercise. Prior to the date of exercise, this Option shall not entitle the Holder to any of the rights of a stockholder of the Corporation.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

3. Stock Fully Paid; Reservation of Shares. The Corporation covenants and agrees that all securities that it may issue upon the exercise of the purchase rights represented by this Option will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges. The Corporation further covenants and agrees that, during the period within which the Holder may exercise the rights represented by this Option, the Corporation shall at all times have authorized and reserved for issuance enough shares of its Common Stock or other securities for the full exercise of the rights represented by this Option. The Corporation shall not, by an amendment to its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option.

4. Adjustments. The Option Price and the number of shares of Common Stock that the Corporation must issue upon exercise of this Option shall be subject to adjustment in accordance with Sections 4.1 through 4.3.

4.1 Adjustment to Option Price for Combinations or Subdivisions of Common Stock. If the Corporation at any time or from time to time after the date hereof (1) declares or pays, without consideration, any dividend on the Common Stock payable in shares of Common Stock; (2) creates any right to acquire Common Stock for no consideration; (3) subdivides the outstanding shares of Common Stock (by stock split, reclassification or otherwise); or (4) combines or consolidates the outstanding shares of Common Stock, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Corporation shall proportionately increase or decrease the Option Price, as appropriate.

4.2 Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon exercise of this Option changes into shares of any other class or classes of security or into any other property for any reason other than a subdivision or combination of shares provided for in Section 4.1, including, without limitation, any reorganization, reclassification, merger or consolidation, the Corporation shall take all steps necessary to give the Holder the right, by exercising this Option, to purchase the kind and amount of securities or other property receivable upon any such change by the owner of the number of shares of Common Stock subject to this Option immediately before the change.

4.3 Spin Offs. If the Corporation spins off any subsidiary by distributing to the Corporation's shareholders as a dividend or otherwise any stock or other securities of the subsidiary, the Corporation shall reserve until the Expiration Date enough of such shares or other securities for delivery to the Holders upon any exercise of the rights represented by this Option to the same extent as if the Holders owned of record all Common Stock or other securities subject to this Option on the record date for the distribution of the subsidiary's shares or other securities.

4.4 Certificates as to Adjustments. Upon each adjustment or readjustment required by this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with this Section, cause independent public accountants selected by the Corporation to verify such computation and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

6. Dissolution or Liquidation. If the Corporation dissolves, liquidates or winds up its business before the exercise or expiration of this Option, the Holder shall be entitled, upon exercising this Option, to receive in lieu of the shares of Common Stock or any other securities receivable upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to it upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock or other securities, had the Holder been the holder of record on the record date for the determination of those entitled to receive any such liquidating distribution or, if no record is taken, upon the date of such liquidating distribution. If any such dissolution, liquidation or winding up results in a cash distribution or distribution of property which the Corporation's Board of Directors determines in good faith to have a cash value in excess of the Option Price provided by this Option, then the Holder may, at its option, exercise this Option without paying the aggregate Option Price and, in such case, the Corporation shall, in making settlement to Holder, deduct from the amount payable to Holder an amount equal to such aggregate Option Price.

7. Transfer and Exchange.

7.1 Transfer. Subject to Section 7.3, the Holder may transfer all or part of this Option at any time on the books of the Corporation at its principal corporate office upon surrender of this Option, properly endorsed. Upon such surrender, the Corporation shall issue and deliver to the transferee a new Option or Options representing the Options so transferred. Upon any partial transfer, the Corporation shall issue and deliver to the Holder a new Option or Options with respect to the Options not so transferred.

7.2 Exchange. The Holder may exchange this Option at any time at the principal office of the Corporation for Options in such denominations as the Holder may designate in writing. No such exchanges will increase the total number of shares of Common Stock or other securities that are subject to this Option.

7.3 Securities Act of 1933. By accepting this Option, the Holder agrees that this Option and the shares of the Common Stock issuable upon exercise of this Option may not be offered or sold except in compliance with the 1933 Act, and then only with the recipient's agreement to comply with this
Section 7 with respect to any resale or other disposition of such securities. The Corporation may make a notation on its records in order to implement such restriction on transferability. The Corporation shall pay, or reimburse the Holder for, the costs and expenses of any legal opinion that may be required or requested by the Corporation in connection with the valid transfer of any Option or the shares of Common Stock issuable upon exercise of any Options or in connection with the valid removal of any restrictive legend on any Option or shares of Common Stock issued upon the exercise of any Option.

8. Loss or Mutilation. Upon the Corporation's receipt of reasonably satisfactory evidence of the ownership and the loss, theft, destruction or mutilation of this Option and (in the case of loss, theft or destruction) of a reasonably satisfactory indemnity or (in the case of mutilation) upon surrender and cancellation of this Option, the Corporation shall execute and deliver a new Option to the Holder.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

10. Notices. All notices and other communications given pursuant to this Option shall be in writing and shall be deemed to have been given when personally delivered or when mailed by prepaid registered, certified or express mail, return receipt requested. Notices should be addressed as follows:

(a) If to Holder, then to:

Marvin Maslow c/o Manhattan Scientifics, Inc. The Chrysler Building 405 Lexington Avenue, 32nd Floor New York, New York 10174

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. The Chrysler Building 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Bach & Associates P.O. Box 651 Newfoundland, N.J. 07435

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

12. Construction of Option. This Option shall be construed as a whole and in accordance with its fair meaning. A reference in this Option to any section shall be deemed to include a reference to every section the number of which begins with the number of the section to which reference is made. This Option has been negotiated by both parties and its language shall not be construed for or against any party.

13. Law Governing. This Option shall be construed and enforced in accordance with and governed by the law of the State of New York without regard to any conflicts of law or choice of forum provisions.

Dated as of June 1, 2005

MANHATTAN SCIENTIFICS, INC.

By:

Ralph Anderson Secretary and Director

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

The undersigned registered owner of this Option irrevocably exercises this Option and agrees to purchase shares of Common Stock of Manhattan Scientifics, Inc., all at the price and on the terms and conditions specified in this Option.

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue__Options, each representing the right to purchase__shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned registered Holder of this Option sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the Option, with respect to the number of shares of Common Stock set forth below (the "Transfer"):

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that JACK B. HARROD, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase one million (1,000,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means May 6, 2009.

1.5 "Holder" means Marvin Maslow or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.055 (five and one-half cents) per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

whole or in part, by surrendering this Option (with a duly executed subscription in the form attached) at the Corporation's principal corporate office and by paying the Corporation, by certified or cashier's check, the aggregate Option Price for the shares of Common Stock being purchased. Alternatively, the Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option together with irrevocable written instructions to the Corporation to issue in exchange for this Option the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock as to which the Option is being exercised and (b) a fraction, the numerator of which will be the difference between (i) the Closing Price per Share (as defined below) on the last Business Day and (ii) the Exercise Price, and the denominator of which will be the Closing Price per Share. "Closing Price per Share" shall mean:

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

requested by the Corporation in connection with the valid transfer of any Option or the shares of Common Stock issuable upon exercise of any Options or in connection with the valid removal of any restrictive legend on any Option or shares of Common Stock issued upon the exercise of any Option.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Mr. Jack B. Harrod 3204 Sleepy Hollow Drive Plano, Texas 75093

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. The Chrysler Building 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Bach & Associates P.O. Box 651 Newfoundland, New Jersey 07435

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of May 20, 2005

MANHATTAN SCIENTIFICS, INC.

By: _________________________
Ralph Anderson, Secretary

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options, each representing the right to purchase shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that David A. Teich, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase two hundred thousand (200,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means May 6, 2009.

1.5 "Holder" means David A. Teich or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.055 (five and one half cents) per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2.2 Effect of Exercise. The person entitled to receive the shares of record as of the close of business on the date of exercise. Prior to the date of exercise, this Option shall not entitle the Holder to any of the rights of a stockholder of the Corporation.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

David A. Teich, CPA Teich, Beim & Moro, P.C.

Two Executive Boulevard, Suite 103
Suffern, New York 10901

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. The Chrysler Building 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Bach & Associates P.O. Box 651 Newfoundland, New Jersey 07435

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

14. Miscellaneous. This Option has been issued in replacement of that certain STOCK OPTION TO PURCHASE SHARES OF COMMON STOCK OF MANHATTAN SCIENTIFICS, INC, dated as of January 8, 2001, issued to David A. Teich, which instrument has been cancelled and is no longer of any force or effect.

Dated as of May 20, 2005

MANHATTAN SCIENTIFICS, INC.

By: _________________________
Ralph Anderson, Secretary

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options, each representing the right to purchase shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER T'HE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT.

STOCK OPTION TO PURCHASE SHARES
OF COMMON STOCK OF MANHATTAN
SCIENTIFICS, INC.

This certifies that David A. Teich, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase four hundred and twenty-five thousand (425,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the; terms and conditions of this Option.

1. Definitions. As used in this Option, the term: 1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor. 1.4 "Expiration Date" means May 6, 2C 09.

1.4 " Expiration Date" means May 6, 2009.

1.5 "Holder" means David A. Teich or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or herein. exchange for this Option in accordance with the provisions contained

1.8 "Option Price" means $0.05 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2. Exercise of Option. This Option shall be exercisable at any time on or after ninety (90) days from the date hereof and shall expire on the Expiration Date. The Holder may exercise

the purchase rights represented by this Option, in whole >r in part, by surrendering this Option (with a duly executed subscription in the form attached) at the Corporation's principal corporate office and by paying the Corporation, by certified or casher's check, the aggregate Option Price for the shares of Common Stock being purchased. Alternatively, the Holder may exercise the purchase rights represented by this Option, in whole oi in part, by surrendering this Option together with irrevocable written instructions to the Corporation to issue in exchange for this Option the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock as to which the Option is bring exercised and (b) a fraction, the numerator of which will be the difference between (i) the Closing Price per Share (as defined below) on the last Business Day and (ii) the Exercise Price, and the denominator of which will be the Closing Price per Share. "Closing Price per Share" shall mean;

2.1 Delivery of Certificates. Within fifteen (15) days after each exercise of the purchase rights represented by this Option, the Corpora ion shall instruct its transfer agent to deliver a certificate for the shares of Common Stock so purchased to the Holder and, unless this Option has been fully exercised or expired, the Corporation shall issue a new Option representing the balance of the shares of Common Stock subject to this Option.

2.2 Effect of Exercise. The person emitted to receive the shares of Common Stock issuable upon any exercise of the purchase rights represented by this Option shall be treated for all purposes as the holder of such shares of n cord as of the close of business on the date of exercise. Prior to the date of exercise, this Optic n shall not entitle the Holder to any of the rights of a stockholder of the Corporation.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holier of shares of Common Stock upon exercise of this Option.

3. Stock Fully Paid; Reservation of Shares, The Corporation covenants and agrees that all securities that it may issue upon the exercise of the purchase rights represented by this Option will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges. The Corporation further covenants and agrees that, during the period within which the Holder may exercise the rights represented by this Option, the Corporation shall at all times have authorized and reserved for issuance enough shares of its Common Stock or other securities for the full exercise of the rights represented by this Option. The Corporation shall not, by an amendment to its Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or geek to avoid the observance or performance of any of the term;; of this Option.

4.1 Adjustment to Option Price for Combinations or Subdivisions of Common Stock. If the Corporation at any time or from time to tine after the date hereof (1) declares or pays, without consideration, any dividend on the Common. Stock payable in shares of Common Stock; (2) creates any right to acquire Common Stock for no consideration; (3) subdivides the outstanding shares of Common Stock (by stock split, reclassification or otherwise); or (4) combines or consolidates the outstanding shares of Common Stock, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Corporation shall proportionately increase or decrease the Option Price, as appropriate.

4.3 Spin Offs. If the Corporation spits off any subsidiary by distributing to the Corporation's shareholders as a dividend or otherwise any stock or other securities of the subsidiary, the Corporation shall reserve until the Expiration Date enough of such shares or other securities for delivery to the Holders upon any exercise of the rights represented by this Option to the same extent as if the Holders owned of record all Common Stock or other securities subject to this Option on the record date for the distribution of the subsidiary's shares or other securities.

4.4 Certificates as to Adjustments. Upon each adjustment or readjustment

required by this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with this Section, cause independent public accountants selected by the Corporation to verify such computation and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

5 Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

6. Dissolution or Liquidation. If the Corporation dissolves, liquidates or winds up its business before the exercise or expiration of this Opt on, the Holder shall be entitled, upon exercising this Option, to receive in lieu of the shares of Common Stock or any other securities receivable upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to it upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock or other securities, had the Holder been the holder of record on the record date for the determination of those entitled to receive any such liquidating distribution or, if no record is taken, upon the date of such liquidating distribution. If any such dissolution, liquidation or winding up results in a cash distribution or distribution of property which the Corporation's Board of Directors determines in good faith to have a cash value in excess of the Option Price provided by this Option, then the Holder may, at its option, exercise this Option without paying the aggregate Option Price and, in such case, the Corporation shall, in making settlement to Holder, deduct from the amount payable to Holder an amount equal to such aggregate Option Price.

7. Transfer and Exchange.

7.1 Transfer. Subject to Section 7.3, the Holder may transfer all or part of this Option at any time on the books of the Corporation it its principal corporate office upon surrender of this Option, properly endorsed. Upon such surrender, the Corporation shall issue and deliver to the transferee a new Option or Options representing the Options so transferred. Upon any partial transfer, the Corporation shall issue and deliver to the Holder a new Option or Options with respect to the Options not so transferred.

7.3 Securities Act of 1933. By accepting this Option, the Holder agrees that this Option and the shares of the Common Stock issuable; upon exercise of this Option may not be offered or sold except in compliance with the 1933 Act, and then only with the recipient's agreement to comply with this
Section 7 with respect to any resale or other disposition of such securities. The Corporation may make a notation on its records in order to implement such restriction on transferability. The Corporation shall pay: or reimburse the Holder for, the costs and expenses of any legal opinion that may be required or requested by the Corporation in

connection with the valid transfer of any Option or the shares of Common Stock issuable upon exercise of any Options or in connection with the valid removal of any restrictive legend on any Option or shares of Common Stock issued upon the exercise of any Option.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

10. Notices. Alt notices and other communications given pursuant to this Option shall be in writing and shall be deemed to have been given when personally delivered or when mailed by prepaid registered, certified or express mail, re urn receipt requested. Notices should be addressed as follows:

(a) If to Holder, then to:

Teich, Beim & Moro, P.C.

Two Executive Boulevard, Suite 103
Suffern, New York 10901

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 641 Fifth Avenue, Suite 36F New York, New York 10022 Attention: Secretary

With a copy (which shall not constitute notice) to:

Pryor Cashman Sherman & Flynn LLP 410 Park Avenue New York, New York 10022 Attention: Eric M. Hellige, Esq.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

12. Construction of Option. This Option shall be construed as a whole and in accordance with its fair meaning. A reference in this Opinion to any section shall be deemed to include a reference to every section the number of which begins with the number of the section to which reference is made. This Option has been negotiates: by both parties and its language shall not be construed for or against any party.

Dated as of May 6, 1999

MANHATTAN SCIENTIFICS, INC.

Scott L. Bach Secretary and Director

SUBSCRIPTION FORM (To be executed only upon exercise of Option)

The undersigned registered owner of this Option irrevocably exercises this Option and agrees to purchase___________shares of Common Stock of Manhattan Scientifics, Inc., all at the price and on the terms and conditions specified in this Option,

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue________Options, each representing the right to purchase_______________shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints________________________as the undersigned's attorney-in- fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that Ralph Anderson, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase one million (1,000,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means June 2, 2013.

1.5 "Holder" means Ralph Anderson or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.05 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2. Exercise of Option. One half of the options granted herein (i.e., options to purchase 500,000 shares) shall automatically vest 30 days from the date hereof (July 3, 2003). The other half of the options granted herein (i.e., options to purchase the remaining 500,000 shares) shall vest one year from the date hereof (June 2, 2004) if the Holder is then still a member of the board of directors of the Corporation. Options shall be exercisable at any time on or after the applicable vesting date and the satisfaction of any conditions of vesting, and shall expire on the Expiration Date. The Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option (with a duly executed subscription in the form attached) at the Corporation's principal corporate office and by paying the Corporation, by certified or cashier's check, the aggregate Option Price for the shares of Common Stock being purchased. Alternatively, the Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option together with irrevocable written instructions to the Corporation to issue in exchange for this Option the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock as to which the Option is being exercised and (b) a fraction, the numerator of which will be the difference between (i) the Closing Price per Share (as defined below) on the last Business Day and (ii) the Exercise Price, and the denominator of which will be the Closing Price per Share. "Closing Price per Share" shall mean:

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Ralph Anderson 2 Lexington Court Colts Neck, New Jersey 07722

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Richardson & Patel, LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of June 3, 2003

MANHATTAN SCIENTIFICS, INC.

By:/s/ Marvin Maslow
   -----------------
   Marvin Maslow
   Chief Executive Officer, President and
   Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options_________, each representing the right to purchase_____ shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints_______________ as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that Larry H. Schatz, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase one million (1,000,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means June 2, 2013.

1.5 "Holder" means Ralph Anderson or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.05 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Larry H. Schatz 903 Park Avenue, Apt. 8-E New York, New York 10021

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Richardson & Patel, LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of June 3, 2003

MANHATTAN SCIENTIFICS, INC.

By:/s/ Marvin Maslow
   -----------------
   Marvin Maslow
   Chief Executive Officer, President and
   Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue_________Options, each representing the right to purchase______ shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that Michael Beim, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase seven hundred fifty thousand (750,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means April 29, 2013.

1.5 "Holder" means Michael Beim or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.02 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2. Exercise of Option. The options granted herein shall automatically vest 30 days from the date hereof (May 30, 2003). Options shall be exercisable at any time on or after the vesting date, and shall expire on the Expiration Date. The

Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option (with a duly executed subscription in the form attached) at the Corporation's principal corporate office and by paying the Corporation, by certified or cashier's check, the aggregate Option Price for the shares of Common Stock being purchased. Alternatively, the Holder may exercise the purchase rights represented by this Option, in whole or in part, by surrendering this Option together with irrevocable written instructions to the Corporation to issue in exchange for this Option the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock as to which the Option is being exercised and (b) a fraction, the numerator of which will be the difference between (i) the Closing Price per Share (as defined below) on the last Business Day and (ii) the Exercise Price, and the denominator of which will be the Closing Price per Share. "Closing Price per Share" shall mean:

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

costs and expenses of any legal opinion that may be required or requested by the Corporation in connection with the valid transfer of any Option or the shares of Common Stock issuable upon exercise of any Options or in connection with the valid removal of any restrictive legend on any Option or shares of Common Stock issued upon the exercise of any Option.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Michael Beim Teich, Beim & Moro, P.C.

Two Executive Boulevard, Suite 103
Suffern, New York 10901

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Richardson & Patel, LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of April 30, 2003

MANHATTAN SCIENTIFICS, INC.

By:,__________________________________
Marvin Maslow
Chief Executive Officer, President
and Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options, each representing the right to purchase shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that Christopher Moro, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase two hundred fifty thousand (250,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means April 29, 2013.

1.5 "Holder" means Christopher Moro or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.02 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Christopher Moro Teich, Beim & Moro, P.C.

Two Executive Boulevard, Suite 103
Suffern, New York 10901

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Richardson & Patel, LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of April 30, 2003

MANHATTAN SCIENTIFICS, INC.

By: ____________________________________
Marvin Maslow
Chief Executive Officer,
President and Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options, each representing the right to purchase shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

The undersigned irrevocably constitutes and appoints as the undersigned's attorney-in-fact, with full power of substitution, to make the transfer on the books of Manhattan Scientifics, Inc.

Dated:

(Signature)

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that MARTIN COOPER, of 100 Via de la Valle, Del Mar, California 92014, is entitled to subscribe for and purchase Two Hundred Fifty Thousand (250,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Stock Option (the "Option").

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means January 7, 2008.

1.5 "Holder" means MARTIN COOPER or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.056 cents per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

proportionately increase or decrease the Option Price, as appropriate.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Option Not Transferable; Exchange.

7.1 Transfer. Subject to Section 7.3, this Option and all rights hereunder are not transferable by the Holder, in whole or in part, without the written consent of the Corporation, and any assignment to a third party without the written consent of the Corporation will render this Option null and void. This Option is transferable and/or assignable by the Corporation in connection with any merger or other combination transaction and in connection with the sale of all or substantially all of its assets.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

Mr. Martin Cooper 100 Via de la Valle Del Mar, California 92014

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. The Chrysler Building 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Bach & Associates P.O. Box 651 Newfoundland, New Jersey 07435

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

14. Miscellaneous. This Option has been issued in replacement of that certain STOCK OPTION AGREEMENT, dated as of January 8, 1998, issued to Martin Cooper, which instrument has been cancelled and is no longer of any force or effect.

Dated as of June 1, 2005

MANHATTAN SCIENTIFICS, INC.

By: ___________________________________
Marvin Maslow
Chief Executive Officer,
President and Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of the Option)

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of the Option)

Please issue Options, each representing the right to purchase shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

MANHATTAN SCIENTIFICS, INC.
The Chrysler Building
405 Lexington Avenue, 32nd Floor
New York, New York 10174
212-551-0577

December 6, 2004

Ms. Gayle Pomerantz
25 East 83rd Street, Apt. 9B
New York, New York 10028

Re: Stock Grant

Dear Gayle:

I am pleased to inform you that the Manhattan Scientifics, Inc. board of directors has approved a grant to you of 100,000 (one hundred thousand) restricted shares of Manhattan Scientifics common stock, as additional compensation for secretarial and administrative services performed for Manhattan Scientifics.

We thank you for your past services and look forward to continuing to work with you.

Sincerely,

Scott L. Bach, Secretary

MANHATTAN SCIENTIFICS, INC.
The Chrysler Building
405 Lexington Avenue, 32nd Floor
New York, New York 10174
212-551-0577

December 6, 2004

Ms. Thea Fener
C/o Teich, Beim & Moro
Two Executive Boulevard, Suite 103
Suffern, New York 10901

Re: Stock Grant

Dear Thea:

I am pleased to inform you that the Manhattan Scientifics, Inc. board of directors has approved a grant to you of 25,000 (twenty five thousand) restricted shares of Manhattan Scientifics common stock, in respect of secretarial and administrative services performed for Manhattan Scientifics.

We thank you for your past services and look forward to continuing to work with you.

Sincerely,

Scott L. Bach, Secretary

MANHATTAN SCIENTIFICS, INC.
The Chrysler Building
405 Lexington Avenue, 32nd Floor
New York, New York 10174
212-551-0577

December 6, 2004

Ms. Janis Levine
C/o Teich, Beim & Moro
Two Executive Boulevard, Suite 103
Suffern, New York 10901

Re: Stock Grant

Dear Janis:

I am pleased to inform you that the Manhattan Scientifics, Inc. board of directors has approved a grant to you of 20,000 (twenty thousand) restricted shares of Manhattan Scientifics common stock, in respect of secretarial and administrative services performed for Manhattan Scientifics.

We thank you for your past services and look forward to continuing to work with you.

Sincerely,

Scott L. Bach, Secretary

STOCK OPTION TO PURCHASE
SHARES OF COMMON STOCK OF
MANHATTAN SCIENTIFICS, INC.

This certifies that David A. Teich, or any party to whom this Stock Option (the "Option") is assigned in accordance with the terms hereof, is entitled to subscribe for and purchase one million (1,000,000) shares of Common Stock (as defined below) of Manhattan Scientifics, Inc., a Delaware corporation, on the terms and conditions of this Option.

1. Definitions. As used in this Option, the term:

1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order.

1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation.

1.3 "Corporation" means Manhattan Scientifics, Inc., a Delaware corporation, or its successor.

1.4 "Expiration Date" means June 2, 2013.

1.5 "Holder" means Ralph Anderson or any party to whom this Option is assigned in accordance with the terms hereof.

1.6 "1933 Act" means the Securities Act of 1933, as amended.

1.7 "Option" means this Option and any options delivered in substitution or exchange for this Option in accordance with the provisions contained herein.

1.8 "Option Price" means $0.05 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.

2.3 Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares of Common Stock upon exercise of this Option.

5. Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Option.

7. Transfer and Exchange.

9. Successors. All the covenants and provisions of this Option shall bind and inure to the benefit of the Holder and the Corporation and their respective successors and assigns.

(a) If to Holder, then to:

David A. Teich Teich, Beim & Moro, P.C.

Two Executive Boulevard, Suite 103
Suffern, New York 10901

(b) If to the Corporation, then to:

Manhattan Scientifics, Inc. 405 Lexington Avenue, 32nd Floor New York, New York 10174 Attention: Secretary

With a copy (which shall not constitute notice) to:

Richardson & Patel, LLP 10900 Wilshire Boulevard, Suite 500 Los Angeles, California 90024.

Such addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.

11. Amendment. This Option may be amended only by an instrument in writing signed by the Corporation and the Holder.

Dated as of June 3, 2003

MANHATTAN SCIENTIFICS, INC.

By:/s/ Marvin Maslow
   -----------------
   Marvin Maslow
   Chief Executive Officer, President and
   Chairman of the Board

SUBSCRIPTION FORM

(To be executed only upon exercise of Option)

The undersigned registered owner of this Option irrevocably exercises this Option and agrees to purchase____________ shares of Common Stock of Manhattan Scientifics, Inc., all at the price and on the terms and conditions specified in this Option.

Dated:

(Signature of Registered Holder)

(Street Address)

(City) (State) (Zip)

ISSUE OF A NEW OPTION

(To be executed only upon partial exercise, exchange, or partial transfer of Option)

Please issue Options_________, each representing the right to purchase_____ shares of Common Stock of Manhattan Scientifics, Inc., to the registered holder.

Dated:

(Signature of Registered Holder)

FORM OF ASSIGNMENT

Name of Assignee Address No. of Shares

Dated:

(Signature)

Exhibit 5.0

RICHARDSON & PATEL, LLP
10900 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1182
Facsimile (310) 208-1154

June 7, 2005

Manhattan Scientifics, Inc.
405 Lexington Avenue, 32 Floor
New York, New York 10174

Re: Manhattan Scientifics, Inc. 2005 Equity Incentive Plan

Ladies and Gentlemen:

We have acted as counsel to Manhattan Scientifics, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of the Company's registration statement on Form S-8 relating to 18,420,000 shares of the Company's common stock, par value $.001, 10,000,000 shares of which may be issued upon exercise of options or otherwise granted in connection with the Manhattan Scientifics, Inc. 2005 Equity Incentive Plan (the "Plan") and 18,420,000 shares of which are individual grants of common stock or shares underlying individual grants of stock options (the "Shares").

In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Certificate of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion.

Based upon that review, it is our opinion that the Shares, when issued in conformance with the terms and conditions of the Plan, were or will be legally issued, fully paid, and nonassessable under the Delaware General Corporation Law.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in the registration statement.

/s/ RICHARDSON & PATEL, LLP
---------------------------
    RICHARDSON & PATEL, LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 for Manhattan Scientifics, Inc. (a development stage enterprise) and subsidiaries of our report dated April 13, 2004 on our audit of the consolidated statements of operations, stockholders' equity (capital deficiency) and cash flows of Manhattan Scientifics, Inc. and subsidiaries for the years ended December 31, 2003 and 2002 and for the period from July 31, 1992 (inception) through December 31, 2003 included in the Annual Report on Form 10-KSB for the year ended December 31, 2004. Our report included an explanatory paragraph indicating that the Company will continue as a going concern.

/s/ Eisner L.L.P.

New York, New York
June 6, 2005

AJ. ROBBINS, P.C.
CERfTFIED PUBLIC ACCOUNTANTS
216 SIXTEENTH STREET
SUITE 600
DENVER, CO 80202

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement of Manhattan Scientifics, Inc., on Form S-8, of our report dated February 4, 2005, (which includes an emphasis paragraph relating to the Company's ability to continue as a going concern) for the year ended December 31, 2004 and all references to our firm included in this Registration Statement.

                                            /s/ AJ. ROBBINS, P.C.
                                                AJ. ROBBINS, P.C.
                                                CERTIFIED PUBLIC ACCOUNTANTS






Denver, Colorado
June 3, 2005